What is considered 'Confidential Information' within the Engel & Volkers franchise agreement?
Engel_Volkers Franchise · 2025 FDDAnswer from 2025 FDD Document
You must treat all business and operational secrets and all information you receive, either directly or indirectly, about the Engel & Völkers System and from the know-how included in the System Documentation ("Confidential Information") in strict confidence and not divulge it to any third party. Access to this Confidential Information by your employees and sales advisors must be restricted to the necessary minimum (need-to-know) and may only be used for purposes of performing under your Franchise Agreement. During the Term of the Franchise Agreement or afterwards, you cannot use any Confidential Information, directly or indirectly, in any other business or in any other manner or obtain any benefit not specifically approved in writing by us. You must impose these secrecy undertakings on your employees and independent sales advisors. These confidentiality obligations will continue after termination or expiration of the Franchise Agreement. However, you are permitted to use any information, knowledge and transferred know-how which has meanwhile become generally known and easy to obtain, except in cases where this has occurred as a result of a breach of the Franchise Agreement.
Under the Franchise Agreement, you will receive a license to use information that is published in the System Documentation, training material, advertising and promotional materials, information technology, and other confidential information. We regard various proprietary information used in our business and supplied to you as valuable trade secrets. This proprietary information includes (but is not limited to): the System Documentation and all elements of the System; information concerning our business system, our referral system, business and marketing plans and resources; information technology; all information, knowledge, trade secrets or know-how utilized or embraced by the System and/or imparted to you by us or any of our affiliates which concerns our systems of operation, programs, services, products, customers, clients, prospective customers or client, practices, materials, books, records, manuals, computer files, databases or software; all programs, products, services, equipment, technologies, policies, standards, requirements, criteria and procedures that now or in the future are a part of the System; all specifications, procedures, systems, techniques and activities employed by us in the offer and sale of services, programs, and/or products at or from your Residential Real Estate Brokerage; all our sources (or prospective sources) of supply and all information pertaining to same; the specifications, and your final plans, for the construction, build out, design, renovation, décor, equipment, signage, furniture, fixtures and trade dress elements of your office; the identity of, and all information relating to, the computer systems and software utilized by us and you; all information pertaining to our and your advertising, marketing, promotion and merchandising campaigns, activities, materials, specifications and procedures; all customer lists, data and records generated and/or otherwise maintained by you, your franchised business; your (and, if in the future we permit, your) internet/web protocols, procedures and content (including electronic data, data files, user names and passwords); our training and other instructional programs and materials; all elements of our staff training and staff certification policies and procedures; all communications between us and you; additions or improvements to, deletions from and modifications and variations of the components of the System and the other systems and methods of operations which we employ now or in the future; research, development and test programs for services and operations; and, all other information, knowledge and know-how which either we or our affiliates, now or in the future, designate as confidential, and other confidential aspects of our business.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 59–61)
What This Means (2025 FDD)
According to Engel & Volkers's 2025 Franchise Disclosure Document, Confidential Information encompasses a wide array of proprietary details related to the Engel & Volkers System. This includes business and operational secrets, as well as any information received directly or indirectly about the Engel & Volkers System and the know-how included in the System Documentation. Franchisees are obligated to maintain strict confidentiality regarding this information, preventing its disclosure to any third party. Access to Confidential Information by employees and sales advisors must be limited to a 'need-to-know' basis, solely for performing under the Franchise Agreement.
During and after the term of the Franchise Agreement, franchisees are prohibited from using any Confidential Information, directly or indirectly, in any other business or manner without written approval from Engel & Volkers. This restriction extends to obtaining any benefit not specifically approved in writing. Franchisees must also ensure that their employees and independent sales advisors adhere to these secrecy obligations, which continue even after the termination or expiration of the Franchise Agreement.
However, there is an exception: franchisees are permitted to use information, knowledge, and transferred know-how that has become generally known and easily obtainable, unless this occurred due to a breach of the Franchise Agreement. Engel & Volkers also considers various proprietary information used in their business and supplied to franchisees as valuable trade secrets. This includes the System Documentation, information concerning their business system, referral system, business and marketing plans and resources, information technology, and all information, knowledge, trade secrets, or know-how utilized or embraced by the System.
Furthermore, Confidential Information extends to customer and client-related data, practices, materials, records, manuals, computer files, databases, software, programs, services, equipment, technologies, policies, standards, requirements, criteria, and procedures that are part of the Engel & Volkers System. It also includes specifications, procedures, systems, techniques, activities, sources of supply, construction plans, designs, renovation details, décor, equipment, signage, furniture, fixtures, trade dress elements, computer systems, software, advertising, marketing, promotion, merchandising campaigns, customer lists, internet protocols, training materials, staff training policies, communications between Engel & Volkers and the franchisee, and any modifications to the System. Finally, any information that Engel & Volkers designates as confidential is also included.